Tell HN: Beware confidentiality agreements that act as lifetime non competes

101 throwarayes 47 6/21/2025, 4:02:24 PM
Just a note of warning from personal experience.

Companies don’t really need non-competes anymore. Some companies take an extremely broad interpretation of IP confidentiality, where they consider doing any work in the industry during your lifetime an inevitable confidentiality violation. They argue it would be impossible for you to work elsewhere in this industry during your entire career without violating confidentiality with the technical and business instincts you bring to that domain. It doesn’t require conscious violation on your part (they argue).

So beware and read your employment agreement carefully.

More here https://www.promarket.org/2024/02/08/confidentiality-agreements-can-act-like-noncompetes/

And this is the insane legal doctrine behind this

https://en.m.wikipedia.org/wiki/Inevitable_disclosure

Comments (47)

tianqi · 7m ago
I think the Chinese law is effective in this regard: in order to maintain any non-competition agreement, the company must continue to pay you a monthly compensation amount equal to 30% of your total monthly income when you were at the company. Whenever the payment stops, the non-competition agreement is automatically void.
kirubakaran · 1h ago
It's funny how states like Washington are notorious for enforceable non-competes, to be "business friendly".

Meanwhile California bans non-competes, and its GDP is 4th largest in the world if it were a country!

"incumbent friendly" vs "startup friendly"

thedufer · 57m ago
I'm not sure what conclusions you think we should draw from that. California's advantage over Washington is primarily one of size - Washington's GDP per capita is actually about 3% higher than California's. The most generous interpretation I can think of is that you're crediting the non-compete difference for California's far larger population, which is tenuous at best.
kirubakaran · 14m ago
Shockley -> Fairchild -> Intel, AMD couldn't have happened with non-compete. So Silicon Valley couldn't have happened in Washington.

https://en.wikipedia.org/wiki/Traitorous_eight

Per capita isn't a good measure here, as Washington's weather helps lower the denominator (I say this as a former Seattle resident)

llm_nerd · 1h ago
I'm pro-California and anti-noncompetes, but I'm not sure if this evidence demonstrates much. The banning of non-competes in California is a very recent thing, and if we're doing a correlation thing, California saw the vast bulk of its growth when non-competes were in effect.
loaph · 1h ago
It’s not a recent thing. Search for 1872 here, https://www.purduegloballawschool.edu/blog/news/california-n...

Some form of a ban on noncompete enforcement in CA has existed since then.

It has long been codified in CA business code 16600, https://leginfo.legislature.ca.gov/faces/codes_displaySectio...

haxton · 1h ago
California has banned non competes since 1872. You might be thinking about non solicits which was 2024 also reaffirming the ban on non competes
karthikb · 30m ago
The Traitorous Eight would only have been possible in California, not Washington, because of the position on noncompetes.
sgt101 · 1m ago
Has anyone been caught by this? As in sued or prevented from working?
almosthere · 6m ago
New definition for the word Irony:

AI companies protecting their IP.

dakiol · 42m ago
In some countries that's illegal. So when presented with a contract that contains such claims, I have 2 options:

1) ask them to remove it... and so I risk not getting the job

2) don't say anything, and sign it

If I'm really interested in the job, I'll go for option 2 because I know they cannot enforce such claims, so I'll be fine.

sim7c00 · 28m ago
sounds crazy. in my country, adding anything that prevents you from finding work in the future to a contract is kind of invalid.

you do get non competes etc., but it never holds up in court as you can easily prove it prevents you from finding jobs.

i wish for you in your legislation there might be a similar law, otherwise these things are really evil. i mean, its like prison in some fields niche enough, and those are exactly the fields prone to such overly protective clauses

anilakar · 24m ago
> adding anything that prevents you from finding work in the future to a contract is kind of invalid.

Here it's six months top, and it only applies to management and specialists with critical domain knowledge - and this also has to be reflected in their wage.

gwbas1c · 48m ago
I once declined a job offer because the non-compete made no sense. (It was many pages, claimed that I would be paid during the non-compete period, and impossible to read.) I basically concluded that they (the company) had a lawyer that was basically wanking off.
senkora · 22m ago
In finance, it is common to be paid your base wage during your non-compete. Or at least that is how mine worked.
paxys · 11m ago
Yup, garden leave.
matsemann · 1h ago
So happy my union managed to ban broad non-competes in my country ~8 years ago. Now it needs to be very specific if they want to enforce it (not just "development work in the same industry" which most contracts had back when I graduated), only applicable for maximum a year, and they have to pay your salary for the time they stop you working somewhere else.
autobodie · 35m ago
Unions are corrupt, anti-free market, and socialist. No thanks.
theoreticalmal · 7m ago
Sounds like the union negotiated a heck of a deal for the parent poster
throwaway173738 · 14m ago
So are corporations.
tgsovlerkhgsel · 43m ago
OTOH, beware letting yourself be intimidated by scary looking but unenforcable clauses that are all over contracts. In doubt, spend a bit of money on a lawyer to figure out what your real situation is.

I know of several cases where lawyers said "don't bother arguing with them about clause X, just sign it and ignore it".

ivan_gammel · 1h ago
If I understand it right, those NDAs work as non-competes if “confidential” is defined as restricted just on the basis of some relationship to the business, which is pretty weird attack of legalese on common sense. Let’s say I used some relatively simple chain of thought to derive X about my job at Z. The fact that Z uses or does X is probably confidential, and that’s ok. This would be how I understood a broad definition. But what kind of reasoning would conclude that X is confidential per se, preventing me to use or do X elsewhere, effectively making doing my job impossible? It just doesn’t make sense.
exe34 · 1h ago
> They argue it would be impossible for you to work elsewhere in this industry during your entire career without violating confidentiality with the technical and business instincts you bring to that domain

In that case you need to ask for a lifetime worth of salary, including growth from being in position to be put in escrow before you sign the dotted line. Otherwise they can hire you and fire you immediately and you'd never be able to work in your field that you spent years/decades training for.

lazide · 44m ago
Realistically, most places ban ‘unconscionable’ contract clauses, either explicitly or by making them unenforceable.

At least in theory, any judge that saw clauses like that should throw it out for that reason alone in those jurisdictions.

btilly · 1h ago
This is a state level thing. As is whether IP produced outside of your job, on your own equipment, is yours.

I moved from New York to California a bit over 20 years ago in large part because I personally encountered this (the IP ownership bit), and preferred to live under California's rules.

It is worthwhile to read https://www.paulgraham.com/america.html. Point 7 talks about how easy it is for regulations to accidentally squash startups. I believe that the fact that California makes neither mistake causes us squash fewer startups. It is not sufficient to have made Silicon Valley a startup hub, but it was likely necessary.

xhrpost · 1h ago
Just looking this up but appears NY finally caught up here in 2023 https://newyork.public.law/laws/n.y._labor_law_section_203-f
btilly · 10m ago
Thanks for the correction.

It was only 20 years too late to help me.

throwarayes · 1h ago
It also depends on the laws governing your contract, not just where you live.
secondcoming · 48m ago
A few years ago an American company that approached me (UK based) about a job opportunity insisted I sign an NDA before I could interview with them. I refused and they couldn't understand why so they even put me in contact with one of their lawyers. I still refused, and they eventually relented, but I could never understand why I'd need to sign an NDA to attend a job interview. There's literally no benefit to me in doing so.

At the time I was working for a competitor and I figured they could use the fact that I interviewed with them to argue that I - either intentionally or unintentionally - gained proprietary knowledge of their product and my current employer gained from it.

OutOfHere · 1h ago
What exactly should one be on the lookout for? Practically every company has an IP confidentiality agreement.
dboreham · 1h ago
ianal but: don't perform personal work while you are employed by an employer in the same industry. Or at least make it like you didn't do that to any observer.
Traubenfuchs · 1h ago
Yeah, good luck being the odd one out who wants special individualized contract. This might work for unicorn value level employees that are poached from one FANG to another but not for the average Joe.
OutOfHere · 1h ago
I never said I want an individualized contract, but I reserve the right to reject the offer, and I have, when the contract is unreasonable. What I want to know is when exactly to reject it wrt the confidentiality agreement.
transactional · 3h ago
...but are they enforceable?
prerok · 43m ago
IANAL and I don't know about other countries, but in EU (definitely the country I live in and am pretty sure it goes for the rest as well) any non-compete agreement after two years is void by law.

You are required to hold confidential stuff for life, like business contracts, but you can use your know-how, if it does not violate any patents, in a competing company as you see fit. This knowledge is a part of you and cannot hold you against employment. Even if you do decide within those two years to employ yourself in competing company, this can be held back by your original company only if they give you X% of your pay at them (X can be 80, or as low as 50, as my friends inform me).

jauntywundrkind · 1h ago
To riff Keynes,

Enforcement can maintain litigation longer than you can maintain solvency.

throwarayes · 3h ago
So far it seems maybe?, but according to the article some courts and agencies are pushing back. Well the FTC was at least in 2023.

California bans anything that is effectively a non compete.

epolanski · 2h ago
Well since OP's giving that warning he might've been impacted and could tell us more.
codingdave · 3h ago
I didn't see any references in the article you linked to any cases where it had been enforced. I see a lot of commentary that validates the concern, and a listing of half a dozen states where they are being struck down.

So the callout to be wary of them is totally legit... but it doesn't look like they are going to be enforceable when such things go through the courts.

throwarayes · 3h ago
Yeah the warning is: you may, like me, find a litigious paranoid former employer who freaks out at everything :-/

I’d rather not carry the cost of learning it’s not enforceable.

ryandrake · 1h ago
Technically, maybe, but effectively, nobody is going to be able to withstand BigCorp's 100 lawyers whose mission is to bury you in legal fees if you push back. By the time that you confirm these things are unenforceable, you've spent your life savings on $millions in legal fees, and possibly gone into crippling debt. In the legal system, might (wealth + lawyer quantity) makes right.
eirikbakke · 1h ago
As I recall from John Akula's Corporate Law class, judges in the US tend to be sympathetic to the following argument:

"Defendant has never worked in any other industry. He has three kids. He's gotta work."

(That's for regular employees--it's a different issue with founders who may have significant equity stake and such.)

cyberax · 50m ago
The "bury in litigation" is overstated. Since it's the _company_ that is going to sue you, there's a limited amount of shenanigans they can do.

The worst is that they can delay the case for years, leaving you in a legal limbo. Or go after your employer, involving them in the discovery process.

stego-tech · 1h ago
Have an employment attorney always look over said agreements before signing. A local acquaintance who did work for an MSP had said MSP try such a ploy, only for the employment attorney to sue and get it thrown out as unreasonable and unenforceable.

Never, EVER sign a contract without reading it first, and having your lawyer review it.

TrackerFF · 46m ago
I understand that your advice is in good faith - but if we touch grass for a second, only the tiniest fraction of even professional workers have a lawyer at hand. And one that specializes in contract law? Even less.
iLoveOncall · 55m ago
> your lawyer

That presupposes that people have a lawyer, and one specialized in employment law at that, which is highly unlikely to be the case for 99% of the population.

throwaway173738 · 2m ago
Sometimes general employment law is not enough and you need someone who specializes in executive contracts for upper management.